Edgar Filing: walker jack jonas

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

walker jack jonas

2. Issuer Name and Ticker or Trading Symbol
AeroGrow International, Inc. [AERO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2105 11TH STREET

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2009

(Street)

BOULDER, CO 80302

4. If Amendment, Date Original Filed(Month/Day/Year)
07/02/2009

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

$ 0.2

06/30/2009

325

06/30/2009

⁽¹⁾

Common Stock

1,625,000

$ 1,000

325 ⁽²⁾

Owned by trust ⁽³⁾

Series A Preferred Stock

$ 0.2

06/30/2009

100

06/30/2009

⁽¹⁾

Common Stock

100

$ 1,000

425 ⁽²⁾

Owned by company ⁽⁴⁾

Series A Preferred Warrants

$ 1,250

06/30/2009

162

06/30/2009

06/30/2014

Series A Preferred Stock

162 ⁽⁵⁾

$ 0 ⁽⁶⁾

162 ⁽⁷⁾

Owned by trust ⁽³⁾

Series A Preferred Warrants

$ 1,250

06/30/2009

06/30/2014

Series A Preferred Stock

50 ⁽⁸⁾

$ 0 ⁽⁶⁾

212 ⁽⁷⁾

Owned by company ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
walker jack jonas 2105 11TH STREET BOULDER, CO 80302	X	X

Signatures

Lissie Stagg, Attorney in Fact		07/22/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Series A Preferred Stock does not have an expiration date.
(2)	The Form 4 filed on 7/2/09 combined the Series A Preferred Stock (#9) held directly and indirectly, rather than tracking them separately.
(3)	Held by the M & J Walker Charitable Remainder Trust, of which Mr. Walker is a controlling person.
(4)	Held by March Trade & Finance, Inc., which is wholly owned by the Jack J. Walker Irrevocable Trust, of which Mr. Walker is a controlling person. Mr. Walker is not the beneficiary of the trust and the trust is not a grantor trust.
(5)	The 162 shares of Series A Preferred Stock are convertible into 810,000 shares of Common Stock.
(6)	The Series A Preferred Warrants were included in the price of the Series A Preferred Stock.
(7)	The Form 4 filed on 7/2/09 combined the Series A Preferred Warrants (#9) held directly and indirectly, rather than tracking them separately.
(8)	The 50 shares of Series A Preferred Stock are convertible into 250,000 shares of Common Stock.

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